Notice of Annual Meeting 2019

Notice is given that the 2019 Annual Meeting of Vector Limited
will be held in the South Lounge, level 4, Eden Park, Reimers
Avenue, Mount Eden, Auckland, New Zealand, on
Monday 23 September 2019, commencing at 2.00pm
NOTICE OF 2019
annual meeting
Vector Limited
PLEASE READ

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ORDINARY RESOLUTIONS: Ordinary resolutions are required to be
approved by a simple majority of more than 50% of votes validly cast at the
Annual Meeting.
SPECIAL RESOLUTION: Special resolutions are required to be approved by
a special majority of 75% of votes validly cast at the Annual Meeting.
SHAREHOLDERS ENTITLED TO ATTEND AND VOTE: Under section 125 of
the Companies Act 1993, the Board has determined that, for the purposes
of voting at the Annual Meeting, only those registered shareholders of the
Company as at 5.00pm on Friday 20 September 2019, being a day not more
than 20 working days before the meeting, shall be entitled to exercise the
right to vote at the meeting.
PROXIES: Any shareholder entitled to attend and vote at the meeting may
appoint a proxy (or representative in the case of a corporate shareholder)
to attend and vote on behalf of the shareholder. A proxy need not be a
shareholder of the Company. You may appoint the “Chair of the Meeting”
as your proxy if you wish. If, in appointing a proxy, you have inadvertently
not named someone to be your proxy (either online or on the enclosed
proxy form), or your named proxy does not attend the meeting, the Chair
of the Meeting will be your proxy and will vote in accordance with your
express direction. A proxy form accompanies this Notice of Meeting.
Proxy forms must be received at the office of the Company’s share
registry, Computershare Investor Services Limited, Level 2, 159 Hurstmere
Road, Takapuna, Auckland, New Zealand (Private Bag 92119, Auckland
1142), or at the Company’s registered office, Level 4, 101 Carlton Gore Road,
Newmarket, Auckland 1023, by 2.00pm on Saturday 21 September 2019.
Alternatively, you can appoint a proxy online at www.investorvote.co.nz.
Online proxy appointments must be received by 2.00pm on Saturday
21 September 2019. Please see your proxy form for further details. The chair
intends to vote all discretionary proxies given to her in favour of resolutions
1 to 7.
The directors invite attendees at the Annual Meeting to join
them for light refreshments at the conclusion of the meeting.
A. Ordinary Business
Chair’s and Group Chief Executive’s Reports
Reports from the Chair and the Group Chief Executive
on the financial year ended 30 June 2019, including
consideration of the financial statements and the audit
report. (See Explanatory Note 1, on page 3.)
Election and Re-election of Directors
Earlier in the year, the Board appointed Tony Carter,
Dame Paula Rebstock and Bruce Turner as directors of
the Company. In accordance with NZX Listing Rule 2.7.1
Tony Carter, Dame Paula Rebstock and Bruce Turner will
retire and, being eligible, offer themselves for election.
The meeting will be asked to consider by ordinary
resolution:
1. To elect Tony Carter as a Director of the Company.
2. To elect Dame Paula Rebstock as a Director of the
Company.
3. To elect Bruce Turner as a Director of the Company.
Further, in accordance with NZX Listing Rule 2.7.1,
Jonathan Mason, Karen Sherry and Bob Thomson retire
by rotation and, being eligible, Jonathan Mason offers
himself for re-election. Karen Sherry and Bob Thomson
are not standing for re-election. Entrust has nominated
Entrust Trustee Alastair Bell to be a director in place of
Karen Sherry. The meeting will therefore be asked to
consider by ordinary resolution:
4. To re-elect Jonathan Mason as a Director of the
Company.
5. To elect Alastair Bell as a Director of the Company.
(See Explanatory Note 2, on page 3.)
Biographies of Tony Carter, Dame Paula Rebstock, Bruce
Turner, Jonathan Mason and Alastair Bell are set out on
pages 4-5.
Appointment and Remuneration of Auditor
The meeting will be asked to consider by an ordinary
resolution:
6. To record the automatic reappointment of the Auditor,
KPMG, and to authorise the directors to fix the
remuneration of the Auditor for the ensuing year.
(See Explanatory Note 3, on page 3.)
Amendment of constitution
The meeting will be asked to consider by special
resolution:
7. To amend Vector’s constitution in the form and manner
described in the explanatory notes, with effect from the
close of the Annual Meeting.
(See Explanatory Note 4, on page 3.)
B. General Business
To consider such other business as may properly be
raised at the meeting.
By Order of the Board
John Rodger
General Counsel and Company Secretary
26 August 2019
agenda

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A. Ordinary Business
Explanatory Note 1 – Chair’s and Group Chief
Executive’s Reports
The Chair and the Group Chief Executive will each give
a presentation on the financial year ended 30 June 2019.
Events occurring after 30 June 2019 will also be discussed.
Explanatory Note 2 – Election and Re-election
of Directors
The NZX Listing Rules require that directors appointed
by the Board retire at the next annual meeting but shall
be eligible for election at that meeting. Earlier in the year,
the Board appointed Tony Carter, Dame Paula Rebstock
and Bruce Turner as directors of the Company. They
retire at this Annual Meeting, but, being eligible, offer
themselves for election.
The NZX Listing Rules also requires that directors must
not hold office (without re-election) past the third annual
meeting following the director’s appointment or 3 years,
whichever is longer.
Jonathan Mason, Karen Sherry and Bob Thomson are the
directors who are subject to rotation under the NZX Listing
Rules and they retire by rotation at this Annual Meeting.
Being eligible, Jonathan Mason offers himself for re-election.
Karen Sherry and Bob Thomson are not standing for re-
election. Entrust has nominated Entrust Trustee Alastair
Bell to be a director in place of Karen Sherry.
The Board has determined that Tony Carter, Dame
Paula Rebstock, Bruce Turner and Jonathan Mason are
Independent Directors (as defined by the NZX Listing
Rules). Alastair Bell will not be an Independent Director,
as he is a Trustee of Entrust. Biographical details for
the directors proposed to be elected or re-elected by
rotation are set out on pages 4-5.
Explanatory Note 3 – Appointment and
Remuneration of Auditor
Section 207T of the Companies Act 1993 provides
that a company’s auditor is automatically reappointed
unless there is a resolution or other reason for the auditor
not to be reappointed. The Company wishes KPMG
to continue as the Company’s auditor, and KPMG has
indicated its willingness to do so.
Section 207S of the Companies Act 1993 provides
that the fees and expenses of KPMG as auditor are to be
fixed by the Company at the Annual Meeting or in such
a manner as the Company determines at the Annual
Meeting. The Board proposes that, consistent with past
practice, the auditor’s fees should be fixed by the directors.
Explanatory Note 4 – Amendment of Constitution
This special resolution seeks to amend the Company’s
constitution. A copy of the proposed altered
constitution is available free of charge by contacting
investor@vector.co.nz. You may also inspect the proposed
amended constitution at https://vector.co.nz/governance.
The proposed amendments fall into three categories:
(a) amendments arising from the Company’s transition
to the new NZX Listing Rules on 1 July 2019;
(b) requested amendments from the Company’s majority
shareholder, Entrust; and
(c) other changes to update the constitution by either
deleting redundant provisions or modernising outdated
provisions.
The key changes to the substance of the constitution are:
a) Timeframes around calling Special meetings
The Board would now call a special meeting within
15 working days of any request to do so by Entrust, with
such meeting to be held not later than 30 working days
of the request.
This change has been proposed in response to feedback
from Entrust following last year’s requests for special
meetings. The suggested change is based on the
requirement in the Australian Corporations Act 2001 (Cth),
although the proposed timeframes are slightly shorter.
b) Method of voting
The deletion of certain clauses that reference the
ability to vote in ways other than polls. These changes
reflect the new Listing Rules, which require that voting
is conducted by poll at meetings of shareholders.
c) Notices
Notices, approvals and consents by Entrust to Vector
shall now be sent to the registered office of Vector
and be signed on behalf of the Trustees by at least
two Trustees and countersigned by the chief operating
office or secretary or by another Trustee or by any other
person approved by the Trustees for such purpose.
Entrust has proposed this change to simplify the
method by which Entrust provides notices/approvals/
consents to Vector.
d) No proxy named
A new clause is added to reflects a Listing Rule covering
situations where a shareholder does not name a proxy
or a named proxy fails to attend a meeting.
e) Appointment of Entrust Representative
A change has been requested by Entrust to simplify the
process by which Entrust appoints a representative – by
written notice, as per the new Notices clause, and received
prior to the start of the meeting of the Shareholders.
f) Director appointment
An Entrust proposed change, which would require the
board to obtain Entrust’s prior written approval before
appointing directors.
g) Right of Entrust to remove a Director
Entrust proposes that Entrust may at any time by written
notice to Vector, remove with immediate effect a Director
who is also at that time a Trustee and may appoint a
person to be a Director to fill the vacancy so created.
Any new appointee would have to stand for election
at the next meeting of shareholders voting on director
elections in accordance with the Listing Rules.
h) Director rotation
Updated director rotation provisions to comply with
the new NZX Listing Rules.
i) Non-executive director of Vector’s subsidiaries
A proposed change that would remove the existing
requirement for Vector to obtain Entrust’s prior written
approval before appointing or removing a non-executive
director of Vector’s subsidiaries. The only exception is
where such a director receives additional remuneration
for that appointment beyond the remuneration paid to
the director by Vector.
The proposed amendments do not impose or remove a
restriction on Vector’s activities, and accordingly no rights
arise under section 110 of the Companies Act 1993.
The Board unanimously recommends that shareholders
vote in favour of the amended Constitution.
explanatory notes

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Biographical details for the directors are set out below.
Biographies
Please turn over.
BRUCE TURNER
BE (Hons), ME, BCom
Bruce Turner is Director of Central Portfolio
Management at Fonterra. He is a highly experienced
senior executive who has held leadership roles in the
energy industry, both in New Zealand and overseas.
Bruce is a member of the Electricity Authority’s Security
and Reliability Council and an advisory board member
at the University of Colorado’s JP Morgan Center for
Commodities. He was involved in the reform of the
electricity industry, as a member of the despatch rules
working group, the NZEM Rules Committee, the MARIA
governance board and the development of industry
common quality standards.
* Bruce is joining New Zealand Butter Canners Ltd as a director
from 5 August.
DAME PAULA REBSTOCK
BSc (Econ), Dip & MSc (Econ)
Dame Paula Rebstock is a leading Auckland-based
economist and company director, who was made a
Dame Companion of the New Zealand Order of Merit in
2015. She is Chair of ACC, Kiwi Group Holdings Limited,
Ngāti Whātua Ōrākei Whai Maia and the New Zealand
Defence Force Board and a director of Auckland
Transport. Dame Paula is the former Chair of the
New Zealand Commerce Commission.
TONY CARTER
BE (Hons), ME, MPhil
Tony Carter was managing director of Foodstuffs New
Zealand Limited for ten years until his retirement in 2010.
Tony is Chair of Fisher & Paykel Healthcare Limited and
Air New Zealand Limited* and is a director of ANZ Bank
New Zealand Limited and Fletcher Building Limited*,
and a trustee of the Maurice Carter Charitable Trust.
* Tony is retiring from the Boards of Air New Zealand and Fletcher Building
Limited in September and November respectively and joined the
Datacom Group Limited Board on 1 August.

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ALASTAIR BELL
BCom, CA, CHARTERED DIRECTOR, JP
Alastair is a chartered accountant, chartered director
and qualified member of the Project Management
Institute. He has more than 30 years’ experience in
the corporate, public and not-for-profit sectors and
considerable experience in leadership roles within the
community. Alastair leads a consultancy specializing
in stakeholder engagement. He is deputy Chair of
Foundation North (formerly ASB Community Trust),
founding chair of the Centre for Social Impact NZ Ltd,
the social business established by Foundation North to
support organisations to deliver social programmes for
optimum social impact. He is a board member of the
NZ National Party. He is currently chair of the Orakei
Community Association, a trustee of the Motutapu
Restoration Trust, an executive member of Parnell
Heritage and a former youth mentor with Project K.
JONATHAN MASON
MBA, MA, BA
Jonathan Mason has extensive commercial experience.
He has worked in financial management positions in
the oil and gas, chemicals, forest products and dairy
industries in New Zealand and the USA for International
Paper, ExxonMobil Corporation, Carter Holt Harvey,
Cabot Corporation and Fonterra. Jonathan also has
experience as a non-executive director on boards
in both New Zealand and the USA and is currently a
director of Air New Zealand Limited, New Zealand Assets
Management Limited (NZAM), Westpac New Zealand
Limited and Zespri Group Limited. He is also an Adjunct
Professor of Management at the University of Auckland,
focusing on finance.

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If you are unable to attend the annual meeting, but would still like to follow its proceedings, then visit:
http://vector.co.nz/shareholder-meetings

how to get there
Webcast of annual meeting
Directions to Eden Park from the Southern Motorway:
Take the Khyber Pass Road exit and continue until you reach Symonds Street (750m).
Turn left onto Symonds Street (160m) keep right and continue onto New North Road (500m).
Stay on New North Road (900m) then take a slight left onto Sandringham Road (850m).
Turn left onto Reimers Ave (400m).
Entry and free parking is available in Car Park P5 off Reimers Avenue, please enter via Gate G. Security will assist with
directing you to the nearest available car parking spaces.
Take the lift to Level 4 and enter the South Level 4 Lounge.
The closest train station is Kingsland train station. For full route, timetable and fare information call Auckland
Transport on 09 366 6400 or 0800 10 30 80 or visit www.at.govt.nz/bus-train-ferry
EDEN PARK LOCATION
EDEN PARK
KINGSLAND
TRAIN STATION
NEW NORTH RD
WALTERS RD
CRICKET AVE
RALEIGH ST
BELLWOOD AVE
SANDRINGHAM RD
SANDRINGHAM RD
REIMERS AVE
P5
G
CAR PARK

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lodge your proxy
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.co.nz

By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142,
New Zealand
By Fax
+64 9 488 8787
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
TURN OVER TO COMPLETE THE FORM TO VOTE

PROXY/VOTING FORM/ADMISSION CARD

www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:
CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code to securely access Investor Vote
and then follow the prompts to appoint your proxy and provide voting instructions online.
ADMISSION CARD: If you wish to attend the Vector Annual Meeting on Monday 23 September 2019 at 2.00pm at
the South Lounge, Level 4, Eden Park, Reimers Avenue, Mount Eden, Auckland, please bring this form to the
meeting as your admission card to assist registration.
Smartphone?
Scan the QR code
to vote now.
HOW TO VOTE ON ITEMS OF BUSINESS
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
1. All registered shareholders as at 5.00pm on Friday 20 September
2019 are entitled to attend and vote at the Meeting or to appoint
a proxy or a representative (in the case of a corporate
shareholder) to attend and vote on their behalf:
(a) a proxy need not be a shareholder of Vector Limited (the
“Company”);
(b) if you wish, you may appoint the “Chair of the Meeting” as
your proxy;
(c) if the shares are held jointly, the appointment of the proxy is
on behalf of each joint holder;
(d) the person signing this form represents and warrants it is
duly authorised to do so.
2. If the shares are held jointly, the voting instructions given are on
behalf of each joint holder.
3. The Chair of the Meeting at the Annual Meeting is normally
the Chair of the Vector Board, or, in her absence, another director
of Vector. If a shareholder wishes to appoint the Chair of the
Meeting as their proxy and direct how their proxy is to vote, the
shareholder should tick the “for” or “against” or “abstain” box
in respect of the relevant resolution. If a shareholder leaves the
“for” and “against” and “abstain” boxes for any resolution blank,
the Chair of the Meeting who has been appointed as the
shareholder’s proxy will be able to exercise the shareholder’s
vote on that resolution at their discretion.
4. If a shareholder appoints any director of Vector as their proxy,
and does not direct the director appointed as proxy how to
vote, their vote will be exercisable by that director at that
director’s discretion.
5. If, in appointing a proxy, you have inadvertently not named
someone to be your proxy (either online or on the enclosed
proxy form), or your named proxy does not attend the meeting,
the Chair of the Meeting will be your proxy and will vote in
accordance with your express direction.
ELECTRONIC VOTING
You can appoint a proxy to cast your vote electronically by accessing
Investor Vote (www.investorvote.co.nz) in accordance with the above
instructions. Use this option if you will NOT be attending the Meeting
and wish to lodge your proxy electronically. Do not return this form if
you have lodged your proxy using Investor Vote.
INSTRUCTIONS FOR POSTAL PROXY FORMS
INDIVIDUAL
Where the holding is in one name, the shareholder must sign.
JOINT HOLDING
At least one joint shareholder should sign this form (on behalf of all
joint shareholders). In the case of joint shareholders, if the shareholders
appoint different voting proxies, the vote of the proxy appointed by the
f irst named shareholder will be counted.
POWER OF ATTORNEY
Where the form of proxy is signed by an attorney, the Power of
Attorney under which it is signed if not previously produced to the
Company, must accompany the proxy form.
COMPANIES
A proxy granted by a company must be signed by a duly authorised
off icer or attorney.
CORPORATE REPRESENTATIVE
If a representative of a corporate security holder or proxy is to attend
the meeting you will need to provide the appropriate “Certif icate of
Appointment of Corporate Representative” prior to admission.
MAILING
If mailing the proxy form within New Zealand, please use the Business
Reply Paid envelope enclosed; seal and mail. No postage is required.
If mailing the proxy form f rom outside New Zealand, you must aff ix the
necessary postage f rom the country of mailing.
FOR YOUR PROXY APPOINTMENT TO BE EFFECTIVE IT MUST BE RECEIVED BY
2.00PM ON SATURDAY 21 SEPTEMBER 2019

proxy form
STEP 1 APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/WE
being a shareholder/shareholders of Vector Limited appoint:
of
(full name of proxy) (full address)
or failing him/her: of
(full name of proxy) (full address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Vector Limited to be held at the South Lounge, Level 4, Eden Park,
Reimers Avenue, Mount Eden, Auckland on Monday 23 September 2019 at 2.00pm and at any adjournment thereof; and to vote any resolution,
on any resolution so amended and on any other resolution proposed.
STEP 2 ITEMS OF BUSINESS – VOTING INSTRUCTIONS/BALLOT PAPER (A poll will be called on all resolutions)
Instruct your proxy to vote by placing an “X” in the relevant box. If you want him or her to decide how to vote on the resolution, please mark the box
“Proxy Discretion”. Please note that if you mark the “Abstain” box for an item, you are directing your proxy not to vote on your behalf on the poll and
your votes will not be counted in counting the required majority. The Chair intends to vote all discretionary proxies in favour of resolutions 1 to 7.
ORDINARY BUSINESSFORAGAINSTABSTAIN
PROXY
DISCRETION
Election and Re-election of Directors
1.To elect Tony Carter as a Director of the Company.
2.To elect Dame Paula Rebstock as a Director of the Company.
3.To elect Bruce Turner as a Director of the Company.
4.To re-elect Jonathan Mason as a Director of the Company.
5.To elect Alastair Bell as a Director of the Company.
Appointment and Remuneration of Auditor
6.To record the automatic reappointment of the Auditor, KPMG, and to authorize the
directors to f ix the remuneration of the Auditor for the ensuring year.
Amendment of constitution
7.To amend Vector’s constitution in the form and manner described in the
explanatory notes, with effect f rom the close of the Annual Meeting.
(Please refer to the Notice of Meeting for details of the resolutions.)
SIGN SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1Shareholder 2 (if applicable)Shareholder 3 (if applicable)
Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney Individual/Director/authorised signatory/attorney
Contact Name
Contact Daytime Telephone
Date
Annual meeting of Vector Limited to be held
at the South Lounge, Level 4, Eden Park,
Reimers Avenue, Mount Eden, Auckland on
Monday 23 September 2019 at 2.00pm.
ATTENDANCE SLIP